Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

On February 19, 2013, the Board of Directors (the "Board") of Norwegian Cruise Line Holdings Ltd. (the "Registrant") appointed John Chidsey and Kevin Crowe as members of the Board, such appointments to be effective as of April 1, 2013. In connection with its decision to appoint Mr. Chidsey to the Board, the Board determined that Mr. Chidsey will be an "independent" director, as independence is defined in Rule 10A-3 of the Securities Exchange Act of 1934 and under NASDAQ listing standards. Mr. Chidsey will also serve as a member of the audit committee of the Board, on which he will replace Adam Aron as a member.

In connection with the appointment of the new directors, the Board approved a grant to Mr. Chidsey of $200,000 of restricted shares of the Registrant (based on the price of the ordinary shares of the Registrant as of the close of business on April 1, 2013), which grant shall be made on April 1, 2013, and shall vest in eight substantially equal quarterly installments.

---